After more than three years from the orginal proposal and several additional requests for comment, 1 on August 27, 2014, the US Securities and Exchange Commission (the “SEC”) adopted final rules that amend Regulation AB (“Final Reg AB II”).2 Final Reg AB II adopts new rules, forms and disclosures for registered asset-backed security transactions effective as of the compliance dates discussed below. The five most significant requirements relate to the following: (1) changes to the definition of an “asset-backed security”; (2) new eligibility conditions for shelf registration; (3) changes to the shelf offering process, including changes related to the timing of required filings; (4) asset-level data disclosure for selected asset classes and related privacy issues; and (5) other new prospectus disclosure requirements. Final Reg AB II includes many changes that will affect the marketing process, deal terms, disclosure requirements, registration process and periodic reporting requirements for registered transactions, but it does not govern asset-backed securities offered for sale pursuant to an exemption from registration (i.e., Rule 144A or Regulation S offerings). Compliance Dates Final Reg AB II becomes effective 60 days after publication in the Federal Register. We expect this publication to occur in September 2014. The compliance dates are bifurcated between (i) changes to the rules, forms and disclosures and (ii) implementation of asset-level disclosures. Registrants must comply with the new rules, forms and disclosures (except for asset-level disclosures) one year after effectiveness. Assetbacked securities offerings backed by residental mortgages, commercial mortgages, automotive loans, automotive leases, debt securities and resecuritizations must comply with the new asset-level disclosure requirements no later than two years after effectiveness.3 Definition of an “Asset‐Backed Security” Final Reg AB II sets forth amendments to the definition of an “asset-backed security” (as defined by Final Reg AB II, “ABS”). The SEC amended the definition to address its concern that pools of assets are not sufficiently developed at the time of an offering but may still qualify for ABS treatment, and as a result investors do not receive appropriate information about the asset pool. The SEC was particularly concerned with whether the asset pool was truly a discrete pool of assets that by their terms convert to cash. To address these concerns, the SEC decreased the pre-funding limit to qualify as an ABS from 50% to 25% of the offering proceeds (or in the case of master trusts, the principal balance of the total asset pool). The SEC, however, did not adopt proposals described in the Reg AB II Proposal (i) to exclude ABS backed by assets in nonrevolving accounts from the master trust exception or (ii) to reduce the permissible duration of the permitted revolving period for ABS backed by non-revolving assets.